UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2018

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

-1-

FORWARD LOOKING STATEMENTS

This document contains forward-looking statements that involve risks and uncertainties. We use words, such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing.  

Note: Any references such as, “The Company,” “We,” and “Our” refer to Nodechain, Inc. 

Item 1.01 Entry into a Material Definitive Agreement.

On March 15, 2018 we purchased a total of forty GPU Computers built specifically for mining various types of “cryptocurrency”, for a total purchase price of $220,000.00. The aforementioned computers, also referred to herein as “rigs,” or “mining rigs,” were purchased from Mewe World, Inc., a California Company owned and controlled by our Chairman of the Board of Directors, Alham Benyameen.

“Cryptocurrency,” according to Investopedia, is a digital or virtual currency that uses cryptography for security.

The aforementioned computers have the following specifications: Thirty (30) GPU computer mining rigs with five (5) NVIDIA 1070 and 1070Ti Chip GPUs and ten (10) GPU computer mining rigs with five (5) AMD Sapphire 570 and 580 GPUs.

It is the Company’s opinion that, at present, the aforementioned mining rigs each have a fair market value of about $8,000. This is based on the Company’s belief that the availability of these items is seemingly limited and more in demand than prior months.

The perceived value of the above items may vary.

Mining, in this instance, is described by Investopedia.com as the process by which transactions are verified and added to the public ledger, known as the block chain. The Company defines this as the underlying system that allows Bitcoin, Ethereum and other cryptocurrencies to be traded in a decentralized manner.

Cryptocurrency mining is the underlying system that allows Bitcoin, Ethereum, and other cryptocurrencies, to be traded in a decentralized manner. It revolves around a ledger, or database, that is continuously updated and accessible to the public. Nodes have a copy of the ledger and verify the transactions by completing difficult mathematical problems by utilizing the GPU of the mining rigs. The validators are called “miners”. They authenticate and group transactions into cryptographically protected “blocks” which are then added to the public “chain”. Cryptocurrency miners are slowly rewarded with Bitcoin or Ethereum for carrying out this work, which involves substantial computing power. 

At this time the Company owns a total of forty five computers built specifically for mining cryptocurrency.

The invoice regarding the above purchase of the mining rigs is included herein as exhibit 10.1.

Item 2.01 Disposition of Assets.

On January 17, 2018 we sold 5 GPU mining rigs to an unrelated third party for a total of $40,000.00 which includes a 2 year service contract whereas we will provide general maintenance of the mining rigs and electricity to operate them for the duration of the service contract.

-2-

Item 9.01. Financial Statements and Exhibits.

A. None

B. Exhibits

-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

-4-